Employment Agreement - GroupMAC Management Co., Group Maintenance America Corp. and J. Patrick Millinor Jr.


                              EMPLOYMENT AGREEMENT


         This Employment Agreement (this 'Agreement') is effective as of March
1, 1998, between GroupMAC Management Co., a Delaware corporation (the
'Company'), Group Maintenance America Corp., a Texas corporation ('GroupMAC'),
and J. Patrick Millinor, Jr., a resident of Harris County, Texas ('Employee').

                              W I T N E S S E T H:

         WHEREAS, Employee and the predecessor of GroupMAC entered into an
Employment Agreement dated as of October 24, 1996,(the 'Original Employment
Agreement'); and

         WHEREAS, GroupMAC assigned the Original Employment Agreement to the
Company, and Employee became an employee of the Company, effective as of March
1, 1998; and

         WHEREAS, the Company, GroupMAC and Employee desire to amend and restate
the Original Employment Agreement to reflect the effects of the foregoing
assignment, to modify the provisions of the Original Employment Agreement
pertaining to changes of control of GroupMAC, and to make certain other changes;

         NOW, THEREFORE, in consideration of the premises and the mutual
covenants contained herein, the parties hereby amend and restate the Original
Employment Agreement as follows:

         1. Employment. The Company hereby agrees to employ Employee and the
Employee hereby agrees to work for the Company as its Chief Executive Officer.
Employee's principal office shall be in Houston, Texas. Employee will report to
the Board of Directors of the Company. Subject to consultation with the Board of
Directors, Employee will have direct supervisory responsibility and authority
for the matters set forth on Exhibit A. So long as he is employed by the
Company, Employee shall devote his skill, energy and best efforts to the
faithful discharge of his duties as an employee of the Company. In providing
services hereunder, Employee shall comply with and follow all directives,
policies, standards and regulations from time to time established by the Board
of Directors of the Company.

         2. Term of Employment. Employee's employment by the Company pursuant to
this Agreement shall continue in effect for an initial term of three years from
the date of this Agreement, unless terminated in accordance with Section 7, and
shall be extended from year to year thereafter, unless terminated effective as
of the end of the initial term or any one-year extension thereafter by written
notice from the Company to Employee, or by written notice of Employee to the
Company, delivered not less than 90 days prior to the end of the initial term,
or the anniversary of such one-year extension, as applicable.










         3. Representations and Warranties. Employee represents and warrants
that he is under no contractual or other restrictions or obligations that will
significantly limit his activities on behalf of the Company or will prohibit or
limit the disclosure or use of by Employee of any information which directly or
indirectly relates to the nature of the Company or the services to be rendered
by Employee under this Agreement.

         4. Compensation. Subject to the provisions of Section 10, Employee will
be entitled to the compensation and benefits set forth in this Section 4.

         (a) During 1998, the Company shall pay Employee an Annual Base Salary,
payable semi-monthly, in equal semi-monthly installments at a rate equal to
$150,000 per year. In each subsequent calendar year during the term of this
Agreement, the Company shall pay to Employee an Annual Base Salary equal to the
greater of (i) his salary for the immediately preceding year or (ii) if
determined otherwise by the Board of Directors, an Annual Base Salary determined
by the Board of Directors following its annual salary and performance review.

         (b) Employee shall be eligible to receive an annual bonus pursuant to
the incentive compensation program in effect from time to time for executive
employees of GroupMAC. The target bonus of Employee under such program shall not
be less than 100% of Employee's annual salary.

         (c) All payments of salary and other compensation to Employee shall be
made after deduction of any taxes required to be withheld with respect thereto
under applicable federal and state laws.

         5. Fringe Benefits; Expenses. (a) Employee shall participate in all
employee benefit plans sponsored by the Company or GroupMAC for its executive
employees, including but not limited to stock bonus, stock purchase and stock
option plans, sick leave and disability leave, health insurance, dental
insurance and pension and/or profit sharing plans; provided, however, that
except as provided below, the nature, amount and limitations of such plans shall
be determined from time to time by the Board of Directors of the Company.

         (b) The Company will reimburse Employee for all reasonable business
expenses incurred by Employee in the scope of his employment; provided, however,
that Employee must file expense reports with respect to such expenses in
accordance with the Company's policies as are in effect from time to time.

         (c) Employee shall be entitled to a minimum of three weeks paid
vacation during each calendar year, increasing to four weeks at January 1, 1999,
and to paid holidays and other paid leave set forth in the Company's policies in
effect from time to time. Any vacation not used during a calendar year may not
be used during any subsequent period.



                                        2






         (d) The Company will pay all license fees, occupation taxes and
reasonable educational costs and expenses necessary to maintain Employee's good
standing under any professional licenses.

         (e) The Company shall use reasonable efforts to provide (i) life
insurance payable to Employee's designated beneficiary in an amount at least
three times Employee's Annual Base Salary and (ii) disability insurance on
behalf of Employee which, as a goal, shall provide for salary continuation in
the event of permanent disability in an amount not less than 60% of Employee's
Annual Base Salary, it being acknowledged by Employee that GroupMAC's present
disability insurance provides a limit of $5,000 per month.

         6. Indemnification and Insurance. The Company shall indemnify Employee
with respect to matters relating to his services as an officer and/or director
of the Company or any of its Affiliates to the extent set forth in the Company's
By-laws and in accordance with the terms of any other indemnification which is
generally applicable to executive officers of the Company or any of its
Affiliates that may be provided by the Company or any such Affiliate from time
to time. The foregoing indemnity is contractual and will survive any adverse
amendment to or repeal of the By-laws. The Company will also cover Employee
under a policy of officers' and directors' liability insurance providing
coverage that is comparable to that provided now or hereafter to any other
executive officer or director of the Company or GroupMAC. The provisions of this
Section 6 will survive the termination of Employee's employment for any reason
and the term of this Agreement.

         7. Change in Control of the Company.

         (a) If a Change of Control (as defined in Exhibit B attached hereto)
occurs and if during the Protected Period (as defined in Exhibit B attached
hereto), Employee's employment is terminated, whether by the Company or by
Employee, then the Company shall promptly pay or otherwise provide to Employee
the benefits set forth below:

                  (i) An amount equal to two times the sum of (A) Employee's
         Annual Base Salary then in effect and (B) Employee's target bonus for
         the calendar year in which such termination occurs (assuming the
         maximum target bonus will be earned for such year), payable in a single
         lump sum by certified or bank cashier's check within five days of such
         termination; and

                  (ii) An amount equal to the product of (A) the maximum monthly
         premium payment that may be charged to continue coverage for Employee
         and Employee's dependents under the Company's health insurance plan
         under COBRA, multiplied by (B) 24 months.

Notwithstanding the foregoing, Employee shall not be entitled to any benefits
under this Section 7 if such termination is (i) due to Employee's death, (ii) by
the Company on account of Employee's Disability as provided in Section 10(d)
below, (iii) by the Company for Cause as


                                        3






provided in Section 10(a) below, or (iv) by Employee for other than Good Reason
(as defined in Exhibit B attached hereto) as provided in Section 10 below.

         8.  Gross-Up of Parachute Payments.

         (a) To provide Employee with adequate protection in connection with his
ongoing employment with the Company, this Agreement provides Employee with
various benefits in the event of termination of Employee's employment with the
Company during the Protected Period. If Employee's employment is terminated
following a 'change of control' of GroupMAC or the Company, within the meaning
of Section 280G of the Internal Revenue Code of 1986, as amended (the 'Code'), a
portion of those benefits could be characterized as 'excess parachute payments'
within the meaning of Section 280G of the Code. The parties hereto acknowledge
that the protections set forth in this Section 8 are important, and it is agreed
that Employee should not have to bear the burden of any excise tax that might be
levied under Section 4999 of the Code or any similar provision of state or
federal law, in the event that any portion of the benefits payable to Employee
pursuant to this Agreement are treated as an excess parachute payment. The
parties, therefore, have agreed as set forth in this Section 8.

         (b) Anything in this Agreement to the contrary notwithstanding, if it
shall be determined that any payment or distribution (including income
recognized by Employee upon the early vesting of restricted property or upon the
exercise of options whose exercise date has been accelerated) by GroupMAC or the
Company or any other person to or for the benefit of Employee (whether paid or
payable or distributed or distributable pursuant to the terms of this Agreement
or otherwise, but determined without regard to any additional payments required
under this Section 8) (a 'Payment') would be subject to the excise tax imposed
by Section 4999 of the Code or any similar provision of state or federal law or
any interest or penalties are incurred by Employee with respect to such excise
tax (such excise tax, together with any such interest and penalties, are
hereinafter collectively referred to as the 'Excise Tax'), then the Company
shall pay an additional payment (a 'Gross-Up Payment') in an amount such that
after payment by Employee of all taxes (including any interest or penalties
imposed with respect to such taxes), including, without limitation, any income
taxes (and any interest and penalties imposed with respect thereto) and Excise
Tax imposed on the Gross-Up Payment, Employee retains an amount of the Gross-Up
Payment equal to the Excise Tax imposed on the Payments.

         (c) Subject to the provisions of Section 8(d) below, all determinations
required to be made under this Section 8, including whether and when a Gross-Up
Payment is required and the amount of such Gross-Up Payment and the assumptions
to be utilized in arriving at such determination, shall be made by an
independent public accounting firm with a national reputation selected by
Employee (the 'Accounting Firm') that shall provide detailed supporting
calculations both to the Company and to Employee within 15 business days after
the receipt of notice from Employee that there has been a Payment, or such
earlier time as is requested by the Company. In the event that the Accounting
Firm is serving as accountant or auditor for the individual, entity or group
effecting the change in control of GroupMAC or the Company, Employee shall
appoint another nationally recognized accounting firm to make the determinations
required hereunder


                                        4






(which accounting firm shall then be referred to as the Accounting Firm
hereunder). All fees and expenses of the Accounting Firm shall be borne solely
by the Company. The Company shall indemnify and hold harmless Employee, on an
after-tax basis, for any Excise Tax or income tax (including interest and
penalties with respect thereto) imposed on Employee as a result of such payment
of fees and expenses. Any Gross-Up Payment, as determined pursuant to this
Section 8, shall be paid by the Company to Employee within five days of the
receipt of the Accounting Firm's determination. If the Accounting Firm
determines that no Excise Tax is payable by Employee, it shall furnish Employee
with a written opinion that failure to report the Excise Tax on Employee's
applicable federal income tax return would not result in the imposition of a
negligence or similar penalty. Any determination by the Accounting Firm shall be
binding on the Company and Employee. As a result of uncertainty in the
application of Section 4999 of the Code at the time of the initial determination
by the Accounting Firm hereunder, it is possible that Gross-Up Payments may not
have been made by the Company that should have been made ('Underpayment'),
consistent with the calculations required to be made hereunder. If the Company
exhausts its remedies pursuant to Section 8(d) below and Employee thereafter is
required to make a payment of any Excise Tax, the Accounting Firm shall
determine the amount of the Underpayment that has occurred and any such
Underpayment shall be promptly paid by the Company to or for the benefit of
Employee.

         (d) Employee shall notify the Company in writing of any claim
(including any threatened tax lien related to or based on any such claims) by
the Internal Revenue Service that, if successful, would require the payment by
the Company of the Gross-Up Payment. Such notification shall be given as soon as
practicable but no later than 10 business days after Employee is informed in
writing of such claim (or threatened lien) and shall apprize the Company of the
nature of such claim and the date on which such claim is requested to be paid.
Employee shall not pay such claim prior to the expiration of the 30-day period
following the date on which Employee gives such notice to the Company (or such
shorter period ending on the date that any payment of taxes with respect to such
claim is due or such tax lien would be imposed). If the Company notifies
Employee in writing prior to the expiration of such period that it desires to
contest such claim (or threatened lien), Employee shall:

                  (i) give the Company any information reasonably requested by
         the Company relating to such claims (or threatened lien);

                  (ii) take such action in connection with contesting such claim
         (or threatened lien) as the Company shall reasonably request in writing
         from time to time, including, without limitation, accepting legal
         representation with respect to such claim by an attorney reasonably
         selected by the Company;

                  (iii) cooperate with the Company in good faith in order
         effectively to contest such claim (or threatened lien); and

                  (iv) permit the Company to participate in any proceedings
         relating to such claims (or threatened lien);


                                        5






provided, however, that the Company shall bear and pay directly all costs and
expenses (including legal fees and expenses, additional interest and penalties)
incurred in connection with such contest and shall indemnify and hold Employee
harmless, on an after-tax basis, for any Excise Tax or income tax (including
interest and penalties with respect thereto) imposed as a result of such
representation and payment of costs and expenses. Without limitation on the
foregoing provisions of this Section 8(d), the Company shall control all
proceedings taken in connection with such contest and, at its sole option, may
pursue or forego any and all administrative appeals, proceedings, hearings and
conferences with the taxing authority in respect of such claim and may, at its
sole option, either direct Employee to pay the tax claimed and sue for a refund
or contest the claim in any permissible manner, and Employee shall prosecute
such contest to a determination before any administrative tribunal, in a court
of initial jurisdiction and in one or more appellate courts, as Employee shall
determine (but in no event shall the Company permit or direct Employee to allow
a tax lien to be imposed on Employee's property); provided, further, that if the
Company directs Employee to pay such claim and sue for a refund, the Company
shall advance the amount of such payment to Employee, on an interest-free basis,
and shall indemnify and hold Employee harmless on an after-tax basis, from any
Excise Tax or income tax (including interest or penalties with respect thereto)
imposed with respect to such advance or with respect to any imputed income with
respect to such advance; and provided, further, that any extension of the
statute of limitations relating to payment of taxes for the taxable year of
Employee with respect to which such contested amount is claimed to be due is
limited solely to such contested amount. In addition, the Company's control of
the contest shall be limited to issues with respect to which a Gross-Up Payment
would be payable hereunder, and Employee shall be entitled to settle or contest,
as the case may be, any other issue raised by the Internal Revenue Service or
any other taxing authority.

         (e) If, after the receipt by Employee of an amount advanced by the
Company pursuant to Section 8(d), Employee becomes entitled to receive any
refund with respect to such claim, Employee shall (subject to the Company's
complying with the requirements of Section 8(d) above) promptly pay to the
Company the amount of such refund (together with any interest paid or credited
thereon after taxes applicable thereto). If after the receipt by Employee of an
amount advanced by the Company pursuant to Section 8(d) above, a determination
is made that Employee shall not be entitled to any refund with respect to such
claim and the Company does not notify Employee in writing of its intent to
contest such denial of refund prior to the expiration of 30 days after such
determination, then such advance shall be forgiven and shall not be required to
be repaid and the amount of such advance shall offset, to the extent thereof,
the amount of Gross-Up Payment required to be paid.

         9. Acceleration of Options. Upon the occurrence of any of the following
events at a time while Employee holds outstanding options to purchase GroupMAC
Common Stock, all such options shall be immediately exercisable in full:

                  (i) the acquisition described in clause (i) of the definition
         of Change of Control;



                                        6






                  (ii) the change in the composition of the Board of Directors
         described in clause (ii) of such definition;

                  (iii) the shareholder approval or adoption described in
         clauses (iii) or (iv) of such definition;

                  (iv) the commencement date of any tender offer subject to the
         terms of Section 14(d)(1) of the Securities Exchange Act of 1934, as
         amended (the 'Exchange Act'), or exchange offer subject to the terms of
         the Securities Act of 1933, as amended (the 'Securities Act'), or any
         other offer or series of offers to purchase for cash, or to exchange
         for securities of a person other than the Company or any of its
         affiliates, GroupMAC Common Stock by any 'person' or 'group' of persons
         (as such terms are used in Rule 13d of the Exchange Act) other than an
         offer or offers by GroupMAC or by employee benefit plan(s) sponsored by
         GroupMAC ('Tender Offer') if such person or group would hold 30% or
         more of the then outstanding GroupMAC Common Stock after the
         consummation of the Tender Offer.

         10. Termination.

         (a) Either the Company or Employee may terminate Employee's employment
hereunder at any time by delivery of written notice by the terminating party of
its election to terminate this Agreement to the other party. Promptly after such
termination of employment, the Company shall pay to Employee an amount equal to
the sum of (i) Employee's earned but unpaid Annual Base Salary through the date
of termination of employment at the rate in effect at the time of such
termination, (ii) vacation pay earned but not taken to the date of such
termination, and (iii) all other amounts previously deferred by Employee or
earned but not paid as of such date under all Company incentive or deferred
compensation plans or programs.

         (b) If the Company terminates Employee's employment without Cause, then
the Company shall promptly pay to Employee the following amounts in addition to
those set forth in Section 10(a):

                  (i) If such termination occurred during a Protected Period,
         the amounts set forth in Section 7; and

                  (ii) If such termination did not occur during a Protected
         Period,

                           (A) an amount equal to 12 months' compensation at
                  Employee's then current Annual Base Salary, payable
                  semimonthly, and shall continue to provide benefits in the
                  kind and amounts provided up to the date of termination for a
                  12 month period including, without limitation, continuation of
                  any Company-paid benefits as described in Section 5 for
                  Employee and Employee's family;



                                        7






                           (B) any portion of Employee's bonus for the calendar
                  year prior to the calendar year in which such termination of
                  employment occurs which has not been paid; and

                           (C) an additional amount equal to a prorated portion
                  of Employee's target bonus for the calendar year in which such
                  termination occurs, assuming that Employee would have earned
                  the maximum target bonus for such year (such prorated portion
                  to be determined based upon the number of working days
                  Employee is employed by the Company during the calendar year
                  in which Employee's employment is terminated divided by the
                  total number of working days in such calendar year).

         The amounts described in clauses (B) and (C) above shall be paid
         promptly after the determination of such bonuses, but in any event
         prior to the publication of financial statements of GroupMAC for such
         year.

         (c) If Employee terminates Employee's employment for Good Reason during
a Protected Period, then the Company shall promptly pay to Employee, in addition
to the amounts set forth in Section 10(a), the amounts set forth in Section 7.

         (d) In the event this Agreement is terminated by the Company without
Cause or by Employee with Good Reason, Employee agrees to accept, in full
settlement of any and all claims, losses, damages and other demands that
Employee may have arising out of such termination, as liquidated damages and not
as a penalty, the payments set forth in this Agreement. Employee hereby waives
any and all rights Employee may have to bring any cause of action or proceeding
contesting any termination without Cause or Good Reason; provided, however, that
such waiver shall not be deemed to affect Employee's rights to enforce any other
obligations of the Company. Under no circumstances shall Employee be entitled to
any compensation or confirmation of any benefits under this Agreement for any
period of time following Employee's date of termination if Employee's
termination is for Cause.

         (e) If at any time during the term of this Agreement, Employee is
unable due to physical or mental disability, to perform effectively Employee's
duties hereunder, the Company shall continue payment of compensation as provided
in Section 4 during the first 12 month period of such disability to the extent
not covered by the Company's disability insurance policies. Upon the expiration
of such 12 month period, the Company, at its sole option, may continue payment
of Employee's salary for such additional periods as the Company elects, or may
terminate this Agreement without any further obligations hereunder. If Employee
should die during the term of this Agreement, Employee's employment and the
Company's obligations hereunder shall terminate as of the end of the month in
which Employee's death occurs.

         (f) So long as Employee receives a severance as provided in Section
10(b) above, Employee shall sign any lock-up letters, standstill agreements, or
other similar documentation required by an underwriter in connection with a
public offering of securities by GroupMAC or


                                        8






take other actions reasonably related thereto as requested by the Board of
Directors of GroupMAC; provided, however, that the period of any such lock-up or
standstill agreements shall not exceed the shorter of (i) 180 days or (ii) the
balance of the severance period. Failure to take any such action shall cause
Employee to forfeit any further rights to the salary continuation payments in
Section 10(b)(ii). In addition, in such event the Company can seek and obtain
specific performance of such covenant, including any injunction requiring
execution thereof, and Employee hereby appoints the then current president of
the Company to sign any such documents on his behalf so long as such documents
are prepared on the same basis as other shareholders generally or as all
management shareholders.

         11. No Mitigation Obligation. The Company acknowledges that it will be
difficult and may be impossible (i) for Employee to find reasonably comparable
employment following termination of Employee's employment and (ii) to measure
the amount of damages which Employee may suffer as a result of the termination
of Employee's employment. Accordingly, all amounts paid to Employee under this
Agreement following Employee's termination of employment are acknowledged by the
Company to be reasonable and to be liquidated damages, and Employee will not be
required to mitigate the amount of such payments by seeking other employment or
otherwise, nor will any profits, income, earnings or other benefits from any
source whatsoever (including from other employment) create any mitigation,
offset, reduction or any other obligation on the part of Employee under this
Agreement.

         12. Covenant Not to Compete.

         (a) During Employee's employment with the Company or any of its
Affiliates (as defined in Exhibit B attached hereto) and thereafter during the
Restricted Period (as defined in Exhibit B attached hereto), regardless of the
reason for the termination of Employee's employment, Employee will not engage in
or carry on, directly or indirectly, either for himself or as a member of a
partnership or as a shareholder, investor, owner, officer or director of a
company or other entity, or as an employee, agent, associate or consultant of
any person, partnership, corporation or other entity, any business in any State
of the United States or in any other part of the world that directly competes
with any services or products produced, sold, conducted, developed, or in the
process of development by the Company or its Affiliates on the date of
termination of Employee's employment.

         (b) Notwithstanding the foregoing, Employee shall be permitted to
engage in the following activities which could otherwise be covered by Section
12(a):

                  (i) the ownership of less than one percent of any class of
         securities of a publicly-held company whose gross assets exceed
         $100,000,000; and

                  (ii) working in the indoor air quality, heating, ventilation
         and air conditioning or plumbing maintenance services industry if such
         activities are not in direct competition with any products or services
         produced, sold, conducted, developed, or in the process of


                                        9






         development by the Company or its Affiliates on the date of termination
         of Employee's employment.

         (c) Employee acknowledges that the limitations set forth herein on his
rights to compete with the Company and its Affiliates are reasonable and
necessary for the protection of the Company and its Affiliates. In this regard,
Employee specifically agrees that the limitations as to period of time and
geographic area, as well as all other restrictions on his activities specified
herein, are reasonable and necessary for the protection of the Company and its
Affiliates. In particular, Employee acknowledges that the parties anticipate
that Employee will be actively seeking markets for the products and services of
the Company and its Affiliates throughout the United States during Employee's
employment with the Company.

         (d) In the event that there shall be any violation of the covenant not
to compete set forth in this Section 12, then the time limitation thereof shall
be extended for a period of time equal to the period of time during which such
violation continues; and in the event the Company is required to seek relief
from such violation in any court, board of arbitration or other tribunal, then
the covenant shall be extended for a period of time equal to the pendency of
such proceedings, including all appeals.

         (e) Employee agrees that the remedy at law for any breach by Employee
of this Section 12 will be inadequate and that the Company shall also be
entitled to injunctive relief.

         13. Confidential Information. During the term of this Agreement, and
for five years after Employee's termination of employment, Employee shall not
use or disclose, without the prior written consent of the Company, Confidential
Information (as defined in Exhibit B attached hereto) relating to the Company or
any of its Affiliates, and upon termination of Employee's employment will return
to the Company all written materials in Employee's possession embodying such
Confidential Information. Employee will promptly disclose to the Company all
Confidential Information, as well as any business opportunity which comes to
Employee's attention during the term of Employee's employment with the Company.
Employee will not take advantage of or divert any business opportunity for the
benefit of Employee or any other Person (as defined in Exhibit B attached
hereto) without the prior written consent of the Company. Employee agrees that
the remedy at law for any breach by him of this Section 13 will be inadequate
and that the Company shall also be entitled to injunctive relief.

         14. Intellectual Property.

         (a) To the extent they relate to, or result from, directly or
indirectly, the actual or anticipated operations of the Company or any of its
Affiliates, Employee hereby agrees that all patents, trademarks, copyrights,
trade secrets, and other intellectual property rights, all inventions, whether
or not patentable, and any product, drawing, design, recording, writing,
literary work or other author's work, in any other tangible form developed in
whole or in part by Employee during the term of this Agreement, or otherwise
developed, purchased or acquired by


                                       10






the Company or any of its Affiliates, shall be the exclusive property of the
Company or such Affiliate, as the case may be ('Intellectual Property').

         (b) Employee will hold all Intellectual Property in trust for the
Company and will deliver all Intellectual Property in his possession or control
to the Company upon request and, in any event, at the end of his employment with
the Company.

         (c) Employee shall assign and does hereby assign to the Company all
property rights that he may now or hereafter have in the Intellectual Property.
Employee shall take such action, including, but not limited to, the execution,
acknowledgment, delivery and assistance in preparation of documents, and the
giving of testimony, as may be requested by the Company to evidence, transfer,
vest or confirm the Company's right, title and interest in the Intellectual
Property.

         (d) Employee will not contest the validity of any invention, any
copyright, any trademark or any mask work registration owned by or vesting in
the Company or any of its Affiliates under this Agreement.

         15. Definitions. As used in this Agreement , the terms defined in
Exhibit B have the means assigned to such terms in such exhibit.

         16. Notices. All notices, requests, demands and other communications
required by or permitted under this Agreement shall be in writing and shall be
sufficiently delivered if delivered by hand, by courier service, or sent by
registered or certified mail, postage prepaid, to the parties at their
respective addresses listed below:

         (a)      If to Employee:

                  409 Ripple Creek
                  Houston, Texas 77024

         (b)      If to the Company or GroupMAC:

                  GroupMAC Management Co.
                  8 Greenway Plaza, Suite 1500
                  Houston, Texas 77046
                  Attention:  Corporate Secretary
                  Facsimile:  713-626-4788

Any party may change such party's address by such notice to the other parties.

         17. No Set-off Rights. The Company's obligations to make the payments
and provide the benefits required by this Agreement and otherwise to perform its
obligations


                                       11






hereunder shall not be affected by any set off, counterclaim, recoupment,
defense or other claim, right or action that the Company may have against
Employee or others.

         18. Assignment. This Agreement is personal to Employee, and Employee
shall not assign any of Employee's rights or delegate any of Employee's duties
hereunder without the prior written consent of the Company. Neither Employee nor
Employee's spouse will have the right to commute, encumber, or otherwise dispose
of any payments under this Agreement. The Company shall have the right to assign
this Agreement to a successor in interest in connection with a merger, sale of
substantially all assets, or the like; provided however, that an assignment of
this Agreement to an entity with operations, products or services outside of the
industries in which the Company is then active shall not be deemed to expand the
scope of Employee's covenant not to compete with such operations, products or
services without Employee's written consent. The Company shall require any
Person who is the successor (whether direct or indirect, by purchase, merger,
consolidation, reorganization, or otherwise) to all or substantially all of the
business and/or assets of the Company or GroupMAC to expressly assume and agree
to perform, by a written agreement in form and substance reasonably satisfactory
to Employee, all of the obligations of the Company and GroupMAC under this
Agreement. As used in this Agreement, the term 'Company' means the Company as
hereinbefore defined and any successor to its business and/or assets as
aforesaid which assumes and agrees to perform this Agreement by operation of
law, written agreement, or otherwise, and the term 'GroupMAC' means GroupMAC as
hereinbefore defined and any successor to its business and/or assets as
aforesaid which assumes and agrees to perform this Agreement by operation of
law, written agreement or otherwise.

         19. Survival. The provisions of this Agreement shall survive the
termination of Employee's employment hereunder in accordance with their terms.

         20. Governing Law. This Agreement shall be governed by, and construed
and enforced in accordance with, the laws of Texas without regard to the
choice-of-law principles thereof.

         21. Binding Upon Successors. This Agreement shall be binding upon, and
shall inure to the benefit of, the parties hereto and their respective heirs,
legal representatives, successors and permitted assigns.

         22. Entire Agreement. This Agreement constitutes the entire agreement
between the Company and Employee with respect to the terms of employment of
Employee by the Company and supersedes all prior agreements and understandings,
whether written or oral, between them concerning such terms of employment.

         23. Amendments and Waivers. This Agreement may be amended, modified or
supplemented, and any obligation hereunder may be waived, only by a written
instrument executed by the parties hereto. The waiver by either party of a
breach of any provision of this Agreement shall not operate as a waiver of any
subsequent breach. No failure on the part of any


                                       12






party to exercise, and no delay in exercising, any right or remedy hereunder
shall operate as a waiver hereof, nor shall any single or partial exercise of
any such right or remedy by such party preclude any other or further exercise
thereof or the exercise of any other right or remedy.

         24. Cumulative Rights And Remedies. All rights and remedies hereunder
are cumulative and are in addition to all other rights and remedies provided by
law, agreement or otherwise. Employee's obligations to the Company and the
Company's rights and remedies hereunder are in addition to all other obligations
of Employee and rights and remedies of the Company created pursuant to any other
agreement.

         25. Construction. Each party to this Agreement has had the opportunity
to review this Agreement with legal counsel. This Agreement shall not be
construed or interpreted against any party on the basis that such party drafted
or authored a particular provision, parts of or the entirety of this Agreement.

         26. Severability. In the event that any provision or provisions of this
Agreement is held to be invalid, illegal or unenforceable by any court of law or
otherwise, the remaining provisions of this Agreement shall nevertheless
continue to be valid, legal and enforceable as though the invalid or
unenforceable parts had not been included therein. In addition, in such event
the parties hereto shall negotiate in good faith to modify this Agreement so as
to effect the original intent of the parties as closely as possible with respect
to those provisions which were held to be invalid, illegal or unenforceable.

         27. Attorneys' Fees and Costs. If any action at law or in equity is
brought to enforce or interpret the terms of this Agreement, the prevailing
party shall be entitled to reasonable attorneys' fees, costs and necessary
disbursements in addition to any other relief to which it may be entitled.

         28. GroupMAC Performance Agreement. GroupMAC shall cause the Company to
perform each and every obligation to be performed by the Company hereunder.



                                       13






         IN WITNESS WHEREOF, the Company and Employee have executed this
Agreement on the date first above written.

                                        GROUPMAC MANAGEMENT CO.


                                        By:   /s/  Donald L. Luke
                                           -------------------------------------
                                              Donald L. Luke
                                              President


                                        GROUP MAINTENANCE AMERICA CORP.


                                        By:   /s/  Donald L. Luke
                                           -------------------------------------
                                              Donald L. Luke
                                              President


                                        EMPLOYEE:

                                        /s/ J. Patrick Millinor, Jr.
                                        ----------------------------------------
                                        J. Patrick Millinor, Jr.


                                       14






                                                                       EXHIBIT A

                        DUTIES OF CHIEF EXECUTIVE OFFICER


                  RESOLVED, that

                  A. It is hereby declared to be the sense of the Board that the
         duties of the Chief Executive Officer provided for in Section 5.6 of
         the By-Laws should include particular attention to the following:

                           1. Develop long range objectives with policies and
                  operating plans to accomplish such goals.

                           2. Formulate and adopt policies to develop the
                  Company's resources and to provide for successful future
                  management and operation of the business.

                           3. Assure the soundness and adequacy of the Company's
                  financial structure and financial practices.

                           4. Define goals, direct the efforts, provide the
                  resources, and appraise the results of the Company's operating
                  managements.

                           5. Establish and maintain an effective system of
                  communications throughout the Company and with outside
                  financial, business and governmental entities.

                  B. Pursuant to the provisions of Section 5.6 of the By-Laws of
         the Company, there are hereby imposed upon the Chief Executive Officer
         the following specific responsibilities, in addition to those provided
         for in said Section 5.6.

                           1. To prepare and submit to the Board a plan of
                  operations for the Company for the ensuing year (hereinafter
                  referred to in this resolution as the 'Plan'). The term
                  'Company' when used in this resolution shall be deemed to
                  include the Company and its consolidated subsidiaries, unless
                  the context otherwise requires.) The Plan shall consist of the
                  following information concerning the Company for the ensuing
                  year: a statement of estimated profit and loss, a statement of
                  estimated source and application of funds, a capital
                  expenditure budget and an estimated resulting consolidated
                  balance sheet as of the end of such year. The Plan shall be
                  submitted for Board review no later than the first regular
                  Board meeting of the new calendar year. It shall be in
                  sufficient detail to permit the Board to render judgment
                  concerning the propriety of the Plan and the direction that
                  the Company will have taken if the Plan is fully implemented.
                  Upon approval of the Plan by the Board, it shall be the duty
                  of the

                                        1

 :  PAGE>   16




                  Chief Executive Officer to conduct the business on a basis
                  consistent with the Plan. Any significant deviation from the
                  Plan shall be approved by the Board.

                           2. To keep the Board currently informed of all
                  occurrences and developments which, in the judgment of the
                  Chief Executive Officer, may have a material effect upon the
                  business or interests of the Company.

                           3. To submit to the Board on a timely basis monthly
                  financial statements that will permit the Board to monitor the
                  progress of the Plan.

                           4. To obtain Board authorization of any capital
                  expenditure exceeding $50,000 in amount, and in this
                  connection to submit to the Board such information concerning
                  such expenditures as the Chief Executive Officer considers
                  pertinent; provided, however, the Chief Executive Officer may
                  make, or authorize to be made, a capital expenditure not
                  specifically authorized by the Board whenever in his judgment
                  it is necessary to preserve the property of the Company and
                  the delay incident to obtaining prior approval of the Board of
                  such expenditure would be harmful to the best interests of the
                  Company. Each such emergency expenditure shall thereafter be
                  reported promptly to the Board. As used in this Resolution,
                  the term 'capital expenditure' shall include investments and
                  capital leases.

                           5. To obtain Board authorization of any increase in a
                  specifically authorized capital expenditure when such increase
                  exceeds the lesser of (a) $50,000, or (b) 20% of the amount of
                  such expenditure theretofore specifically authorized.

                           6. To authorize a capital expenditure not exceeding
                  $50,000 in amount so long as such expenditure is, in the
                  judgment of the Chief Executive Officer, consistent with the
                  approved Plan and the total of all such expenditures during
                  the Plan period is not anticipated to exceed the approved Plan
                  level.

                           7. To authorize other expenditures and charges
                  relating to the operations of the Company and not involving
                  capital expenditures without further authority from the Board
                  so long as such expenditures are, in the judgment of the Chief
                  Executive Officer, consistent with the approved Plan.

                           8. To authorize the disposal of fixed assets or
                  investments or other non-current assets of the Company having
                  a depreciated book value, sales price or current market value
                  not in excess of $50,000; provided, that the Chief Executive
                  Officer may sell, exchange or otherwise dispose of such
                  property having such value in excess of $50,000 whenever, in
                  his judgment, the delay incident to obtaining prior approval
                  of the Board or the Executive Committee for such purpose would
                  be harmful to the best interests of the Company. Each such
                  action shall thereafter be reported promptly to the Board.

                                        2







                           9. To approve the sale, exchange or disposition of
                  assets not currently in investment accounts without
                  limitations as to price or value.

                           10. To engage any person (other than as an officer or
                  employee), firm, association or corporation to perform
                  consulting, professional and related services for the Company,
                  other than the Company's independent accounting firm, when the
                  compensation for each separate service does not exceed $50,000
                  for any twelve-month period, and to obtain Board approval of
                  any amounts in excess thereof.

                  C. The following additional authority and responsibilities are
         hereby conferred upon the Chief Executive Officer:

                           1. He shall vote the stock of each consolidated
                  subsidiary held by the Company so as to require the prior
                  approval of the Company, in its capacity as a shareholder of
                  such subsidiary, (i) of any capital expenditure by such
                  subsidiary or by any of its subsidiaries which, pursuant to
                  the terms of this resolution, would require specific Board
                  authorization if made by the Company, and (ii) of any action
                  by such subsidiary or by any of its subsidiaries that is
                  described in Paragraph B of this resolution and that would
                  require prior approval if taken by the Company. Any approval
                  of the Company provided for in this Paragraph C shall be
                  evidenced by resolution of the Board.

                           2. Any discretionary authority granted by this
                  resolution to the Chief Executive Officer concerning action
                  affecting the Company may be exercised by the chief executive
                  officer of any consolidated subsidiary concerning action
                  affecting such subsidiary, subject to the control and approval
                  of the Chief Executive Officer.

                           3. The Chief Executive Officer or any other officer
                  of the Company designated by the Board shall have the
                  authority to (i) appoint agents of the Company to exercise in
                  the name and on behalf of the Company the powers and rights
                  that the Company may have as the holder of stock or other
                  securities in any other company, (ii) vote or consent in
                  respect of such stock or securities, and (iii) execute or
                  cause to be executed in the name and on behalf of the Company
                  and under its corporate seal, or otherwise, such written
                  proxies, powers of attorney or other instruments as he may
                  deem necessary or proper in order that the Company may
                  exercise such powers and rights. Subject to the provisions of
                  this Paragraph C, the Chief Executive Officer or any such
                  designated officer may instruct any officer or any such
                  designated officer may instruct any person as to the manner of
                  exercising such powers and rights. The Chief Executive Officer
                  may designate any officer of a consolidated subsidiary of the
                  Company who shall have comparable authority to act with
                  respect to stock or other securities owned by such subsidiary.

                                        3







                           4. The identities and qualifications of the persons
                  proposed to be nominated as chief executive officers of the
                  Company's principal subsidiaries and divisions shall be
                  reviewed with the Board by the Chief Executive Officer prior
                  to the selection of such persons for nomination to such
                  offices.




                                        4






                                                                       EXHIBIT B

                                   DEFINITIONS


                  'Annual Base Salary' means the salary of Employee in effect at
         the relevant time determined in accordance with Section 4(a) hereof.

                  'Affiliate' means, with respect to any Person, each other
         Person who controls, is controlled by, or is under common control with
         the Person specified.

                  'Cause' when used in connection with the termination of
         employment with the Company, means the termination of Employee's
         employment by the Company by reason of (i) the conviction of Employee
         of a crime involving moral turpitude by a court of competent
         jurisdiction as to which no further appeal can be taken; (ii) the
         proven commission by Employee of an act of fraud upon the Company;
         (iii) the willful and proven misappropriation of any funds or property
         of the Company by Employee; (iv) the willful, continued and
         unreasonable failure by Employee to perform material duties assigned to
         Employee and agreed to by Employee after reasonable notice and
         opportunity to cure such performance; (v) the knowing engagement by
         Employee in any direct, material conflict of interest with the Company
         without compliance with the Company's conflict of interest policy, if
         any, then in effect; (vi) the knowing engagement by Employee, without
         the written approval of the Board of Directors of the Company, in any
         activity which competes with the business of the Company or any of its
         Affiliates or which would result in a material injury to the Company or
         any of its Affiliates; or (vii) the knowing engagement in any activity
         which would constitute a material violation of the provisions of the
         Company's Insider Trading Policy or Business Ethics Policy, if any,
         then in effect.

                  'Change of Control' means

                           (i) the acquisition by any individual, entity or
                  group (within the meaning of Section 13(d)(3) or 14(d)(2) of
                  the Exchange Act (a 'Designated Person') of beneficial
                  ownership (within the meaning of Rule 13d-3 promulgated under
                  the Securities Exchange Act of 1934, as amended, (the
                  'Exchange Act')) of 30% or more of either (1) the then
                  outstanding shares of Common Stock of GroupMAC (the
                  'Outstanding GroupMAC Common Stock') or (2) the combined
                  voting power of the then outstanding voting securities of
                  GroupMAC entitled to vote generally in the election of
                  directors (the 'Outstanding GroupMAC Voting Securities');
                  provided, however, that the following acquisitions shall not
                  constitute a Change in Control if: (i) any acquisition of
                  Common Stock of GroupMAC or voting securities of GroupMAC
                  directly from GroupMAC

                                        1







                  (excluding an acquisition by virtue of the exercise of a
                  conversion privilege), (ii) any acquisition of Common Stock of
                  GroupMAC or voting securities of GroupMAC by GroupMAC, (iii)
                  any acquisition of Common Stock of GroupMAC or voting
                  securities of GroupMAC by any employee benefit plan(s) (or
                  related trust(s)) sponsored or maintained by GroupMAC or any
                  corporation controlled by GroupMAC and approved by the
                  Incumbent Board, or (iv) any acquisition by any corporation
                  pursuant to a reorganization, merger or consolidation, if,
                  immediately following such reorganization, merger or
                  consolidation, the conditions described in clauses (1), (2)
                  and (3) of paragraph (iii) of this definition are satisfied;
                  or

                           (ii) individuals who, as of the date hereof,
                  constitute the entire Board of Directors of GroupMAC (the
                  'Incumbent Board') cease for any reason to constitute at least
                  a majority of the Board of Directors of GroupMAC (the
                  'Board'); provided, however, that any individual becoming a
                  director subsequent to the date hereof whose election, or
                  nomination for election by GroupMAC's shareholders, was
                  approved by a vote of at least a majority of the directors
                  then comprising the Incumbent Board shall be considered as
                  though such individual were a member of the Incumbent Board,
                  but excluding, for this purpose, any such individual whose
                  initial assumption of office occurs as a result of either (1)
                  an actual or threatened election contest (as such terms are
                  used in Rule 14a-11 of the Regulation 14A promulgated under
                  the Exchange Act), or an actual or threatened solicitation of
                  proxies or consents by or on behalf of a Person other than the
                  Board or (2) a plan or agreement to replace a majority of the
                  members of the Board then comprising the Incumbent Board; or

                           (iii) approval by the shareholders of GroupMAC of a
                  reorganization, merger or consolidation, in each case unless,
                  immediately following such reorganization, merger or
                  consolidation, (1) more than 60% (or such greater percentage
                  as may be approved by the Incumbent Board) of the then
                  outstanding shares of common stock of the corporation
                  resulting from such reorganization, merger or consolidation
                  (including, without limitation, a corporation which as a
                  result of such transaction owns GroupMAC through one or more
                  subsidiaries) and the combined voting power of the then
                  outstanding voting securities of such corporation entitled to
                  vote generally in the election of directors is then
                  beneficially owned, directly or indirectly, by all or
                  substantially all of the individuals and entities who were the
                  beneficial owners, respectively, of the Outstanding GroupMAC
                  Common Stock and Outstanding GroupMAC Voting Securities
                  immediately prior to such reorganization, merger or
                  consolidation in substantially the same proportions as their
                  ownership immediately prior to such reorganization, merger or
                  consolidation, of the Outstanding GroupMAC Common Stock or
                  Outstanding GroupMAC Voting Securities, as the case may be,
                  (2) no


                                        2






                  Designated Person (excluding GroupMAC, any employee benefit
                  plan(s) (or related trust(s)) of GroupMAC and/or its
                  subsidiaries or any Person beneficially owning, immediately
                  prior to such reorganization, merger or consolidation,
                  directly or indirectly, 30% (or such lesser percentage as may
                  be approved by the Incumbent Board) or more of the Outstanding
                  GroupMAC Common Stock or Outstanding GroupMAC Voting
                  Securities, as the case may be) beneficially owns, directly or
                  indirectly, 30% (or such lesser percentage as may be approved
                  by the Incumbent Board) or more of, respectively, the then
                  outstanding shares of common stock of the corporation
                  resulting from such reorganization, merger or consolidation or
                  the combined voting power of the then outstanding voting
                  securities of such corporation entitled to vote generally in
                  the election of directors, and (3) at least a majority of the
                  members of the board of directors of the corporation resulting
                  from such reorganization, merger or consolidation were members
                  of the Incumbent Board at the time of the execution of the
                  initial agreement providing for such reorganization, merger or
                  consolidation; or

                           (iv) approval by the shareholders of GroupMAC of (1)
                  a complete liquidation or dissolution of GroupMAC or (2) the
                  sale or other disposition of all or substantially all of the
                  assets of GroupMAC, other than to a corporation, with respect
                  to which immediately following such sale or other disposition,
                  (A) more than 60% (or such greater percentage as may be
                  approved by the Incumbent Board) of the then outstanding
                  shares of common stock of such corporation and the combined
                  voting power of the then outstanding voting securities of such
                  corporation entitled to vote generally in the election of
                  directors is then beneficially owned, directly or indirectly,
                  by all or substantially all of the individuals and entities
                  who were beneficial owners, respectively, of the Outstanding
                  GroupMAC Common Stock and Outstanding GroupMAC Voting
                  Securities immediately prior to such sale or other disposition
                  in substantially the same proportion as their ownership,
                  immediately prior to such sale or other disposition, of the
                  Outstanding GroupMAC Common Stock and Outstanding GroupMAC
                  Voting Securities, as the case may be, (B) no Designated
                  Person (excluding GroupMAC and any employee benefit plan (or
                  related trust) of GroupMAC and/or its subsidiaries or such
                  corporation and any Person beneficially owning, immediately
                  prior to such sale or other disposition, directly or
                  indirectly, 30% (or such lesser percentage as may be approved
                  by the Incumbent Board) or more of the Outstanding GroupMAC
                  Stock or Outstanding GroupMAC Voting Securities, as the case
                  may be) beneficially owns, directly or indirectly, 30% (or
                  such lesser percentage as may be approved by the Incumbent
                  Board) or more of, respectively, the then outstanding shares
                  of common stock of such corporation or the combined voting
                  power of the then outstanding voting securities of such
                  corporation entitled to vote generally in the election of
                  directors, and (C) at least a majority of the members of the
                  board of directors of such


                                        3






                  corporation were members of the Incumbent Board at the time of
                  the execution of the initial agreement or action of the Board
                  providing for such sale or other disposition of assets of
                  GroupMAC.

                  'Confidential Information' includes information conveyed or
         assigned to the Company or any of its Affiliates by Employee or
         conceived, compiled, created, developed, discovered or obtained by
         Employee from and during his employment relationship with the Company,
         whether solely by Employee or jointly with others, which concerns the
         affairs of the Company or its Affiliates and which the Company could
         reasonably be expected to desire be held in confidence, or the
         disclosure of which would likely be embarrassing, detrimental or
         disadvantageous to the Company or its Affiliates and without limiting
         the generality of the foregoing includes information relating to
         inventions, and the trade secrets, technologies, algorithms, products,
         services, finances, business plans, marketing plans, legal affairs,
         supplier lists, client lists, potential clients, business prospects,
         business opportunities, personnel assignments, contracts and assets of
         the Company or any of its Affiliates and information made available to
         the Company or any of its Affiliates by other parties under a
         confidential relationship. Confidential Information, however, shall not
         include information (a) which is, at the time in question, in the
         public domain through no wrongful act of Employee, (b) which is later
         disclosed to Employee by one not under obligations of confidentiality
         to the Company or any of its Affiliates or Employee, (c) which is
         required by court or governmental order, law or regulation to be
         disclosed, or (d) which the Company has expressly given Employee the
         right to disclose pursuant to written agreement.

                  'Good Reason' means the occurrence of any of the following
         events:

                  (a) Employee is assigned any duties materially inconsistent
         with, or diminished from, Employee's positions, duties,
         responsibilities and status with the Company or GroupMAC immediately
         prior to the commencement of the Protected Period, or Employee's
         status, reporting responsibilities, titles or offices are materially
         diminished from those in effect immediately prior to the commencement
         of the Protected Period, or Employee is removed from or is not
         re-elected or appointed to any of such responsibilities, titles,
         offices or positions, or Employee's duties and responsibilities are
         materially increased without a corresponding increase in the Employee's
         compensation (such increase in compensation to be satisfactory to
         Employee, in Employee's sole reasonable judgment), except in each case
         in connection with the termination of Employee's employment by the
         Company for Cause or on account of disability, or as a result of the
         Employee's death, or by the Employee for other than Good Reason;
         provided, however, that Good Reason shall not be triggered under this
         subsection (a) by an insubstantial action not taken in bad faith and
         that is remedied by the Company promptly after receipt of written
         notice from Employee; or



                                        4






                  (b) Employee's Annual Base Salary is reduced from that in
         effect immediately prior to the commencement of the Protected Period or
         as the same may be increased from time to time thereafter; or

                  (c) The Company or GroupMAC fails to continue in effect any
         benefit or compensation plan, including, but not limited to, the annual
         bonus plan, qualified retirement plan, executive life insurance plan
         and/or health and accident plan, in which Employee is participating
         immediately prior to the commencement of the Protected Period, or plans
         providing, in the sole reasonable judgment of Employee, Employee with
         substantially similar benefits, or the Company or GroupMAC takes any
         action that would adversely affect Employee's participation in or
         reduce Employee's benefits under any of such plans (excluding any such
         action by the Company or GroupMAC that is required by law); or

                  (d) The Company's or GroupMAC's principal executive offices
         are relocated at any time following a Change in Control more than 20
         miles from where such offices were located immediately prior to such
         Change in Control; or

                  (e) The Company requires Employee at any time following a
         Change in Control to relocate more than 20 miles from where Employee's
         office was located immediately prior to such Change in Control; or

                  (f) The amendment, modification or repeal of any provision of
         the Certificate of Incorporation or Bylaws of the Company or GroupMAC
         that was in effect immediately prior to the commencement of the
         Protected Period, if such amendment, modification or repeal would
         materially adversely affect Employee's rights to indemnification by the
         Company; or

                  (g) The Company or GroupMAC shall violate or breach any
         obligation of the Company or GroupMAC in effect immediately prior to
         the commencement of the Protected Period (regardless whether such
         obligation be set forth in the Bylaws of the Company or GroupMAC and/or
         in this Agreement or any other separate agreement entered into between
         the Company or GroupMAC and Employee) to indemnify Employee against any
         claim, loss, expense or liability sustained or incurred by Employee by
         reason, in whole or in part, of the fact that Employee is or was an
         officer or director of the Company; or

                  (h) The Company or GroupMAC shall violate or breach any other
         material obligation of the Company or GroupMAC owing to Employee in
         effect immediately prior to the commencement of the Protected Period
         relating to Employee's employment with the Company, but only if such
         violation or breach (if capable of being remedied) shall


                                        5






         continue unremedied for more than 15 days after written notice thereof
         is given by Employee to the Company; or

                  (i) The Board (or any nominating committee of the Board) fails
         to recommend and support Employee's re-election as a director of the
         Company or GroupMAC if the Employee is a director of the Company or
         GroupMAC immediately prior to the commencement of the Protected Period;
         or

                  (j) The Company and GroupMAC shall fail to keep in force, for
         the benefit of Employee, directors' and officers' insurance policy with
         coverage amounts and scope equal to the coverage amounts and scope
         under such policy immediately prior to the commencement of the
         Protected Period; or

                  (k) The Company or GroupMAC fail to obtain from a successor
         (including a successor to a material portion of the business or assets
         of the Company or GroupMAC) a satisfactory assumption in writing of the
         Company's or GroupMAC's obligations under this Agreement; or

                  (l) The Company fails to provide Employee with office space,
         related facilities and support personnel (including, but not limited
         to, administrative and secretarial assistance) that are both
         commensurate with the Employee's position and Employee's
         responsibilities to and position with the Company immediately prior to
         the Change of Control and not materially dissimilar to the office
         space, related facilities and support personnel provided to other
         executive officers of the Company; or

                  (m) The Company or GroupMAC notifies Employee of the Company's
         or GroupMAC's intention not to observe or perform one or more of the
         obligations of the Company or GroupMAC under this Agreement.

                  'Person' means any individual, corporation, trust,
         partnership, limited partnership, foundation, association, limited
         liability company, joint stock association or other legal entity.

                  'Protected Period' means the period of time beginning with a
         Change of Control and ending 24 months following such Change of
         Control; provided, however, that if any event has occurred which could
         reasonably be expected to result in a Change of Control and a Change of
         Control occurs within six months after such event, then the Protected
         Period will begin on the date of such event.

                  'Restricted Period' means the period beginning on the date of
         the termination of Employee's employment with the Company and its
         Affiliates and ending as follows, as applicable:


                                        6





                           (i) six months after the termination of Employee's
                  employment;

                           (ii) one year after the termination of Employee's
                  employment, if Employee is entitled to benefits under Section
                  10(b)(ii); or

                           (iii) two years after the termination of Employee's
                  employment, if Employee is entitled to benefits under Section
                  10(b)(i).









                                       7